Code of Conduct for companies of the KLS Martin Group

Passion and gray matter are the ingredients of our success. Always.

This spirit dominates our quest for innovative solutions and the way in which we follow new paths: smart, well thought out and ingenious. Be it in development, production, logistics or in marketing, sales and administration. This is backed by the willingness to go to our limits at all times. And often beyond that.

We are active players in exploiting new fields of application and international markets.

We always challenge what exists and drive our endeavors dynamically to reach our goals. This lies in our nature and in our tradition as a family-run company: being open for new things, and being sustainable in what we do. Economically and ecologically. Both create the foundation for commercial success, always with an eye on the big picture.

We are designers of surgical opportunities.

We never stop exploring options and do everything to realize ideas as well as optimizing processes, products and systems. Be it through a number of small improvements or by groundbreaking innovations. We have done this with success, again and again. And are willing to provide the evidence at any time.

We do not believe in inconvenience.

Personal dealings are important to us - a feeling of closeness, practiced fairness, upright respect. We are good listeners and understand what is important. This governs the way we work together and the relationships with our customers. Backed by individualists with team spirit. People who are themselves and are pro-actively involved. These are settings which allow each of us to flourish and continuously develop our competencies.

We comply with law and order.

We wish to secure our individuality, our initiative and our innovative strength in the long term. Compliance with regulations, be they legal regulations or internal guidelines, is of paramount importance in our activities. This Code of Conduct is intended to be a guide to the right decisions to assure our future success.

The Shareholders of KLS Martin Group

Effective from 2019-04-01

1. We comply with the KLS Martin Group Code of Conduct

The present Code of Conduct is observed by all of us, i.e. the employees (including trainees, interns and working students), executives (including divisional, departmental and group managers) as well as the managing directors and shareholders of all companies, subsidiaries and representative offices of the KLS Martin Group, within the scope of our activities worldwide.

2. We comply with applicable law and internal regulations

2.1. We comply with the relevant laws and regulations of the countries in which we operate. Furthermore, we observe all internal company regulations, such as work instructions, company agreements and guidelines.

2.2. All managing directors as well as all division, department and group managers ensure that legal and internal requirements are known and complied with in their areas of responsibility.

3. We report irregularities

3.1. If we identify extraordinary risks, criminal activities or other violations of legal regulations, internal guidelines or this Code of Conduct, we will inform our supervisor or the Compliance Organization (compliance@klsmartin.com).

3.2. We can also approach higher-ranking supervisors up to and including members of the Management as well as the shareholders at any time.

3.3. Any information will be treated confidentially upon request.

4. We manufacture high quality products

4.1. When developing, manufacturing and marketing our products, we observe the applicable regulatory regulations and requirements for the marketing, provision and commissioning of medical devices.

4.2. To secure our long-term goals as well as quality and cost-effective manufacturing of our products, we use a Group-wide quality management system that describes the networking of processes in a transparent and systematic manner.

5. We are committed to a free, fair and competitive market economy

5.1. We comply with the laws and regulations of antitrust and competition law.

5.2. We do not enter into any formal or informal agreements with competitors to agree prices or unlawfully divide markets by industry, product, territory or customer.

5.3. We do not exchange information with competitors about distribution channels, conditions, prices, costs, offers, margins, individual customers or other matters relevant to competition.

5.4. We neither agree resale prices directly or indirectly with our customers, suppliers and other business partners (e.g. distributors) and also do not demand such. We do not participate in boycotts of customers or suppliers.

5.5. We will in no way unfairly give preference to or discriminate against our competing customers. In the case of tenders, we comply with the relevant regulations and, in particular, do not enter into any illegal agreements with competitors aimed at inducing a customer to accept a particular offer.

5.6. In projects, we behave professionally when dealing with suppliers or other business partners. The selection of a supplier or other business partner shall be based exclusively on our business interests.

6. We do not grant nor do we accept any unlawful benefits

6.1. We comply with anti-corruption and anti-bribery laws and regulations. This applies in particular to the cooperation with business partners from the health care sector (e.g. medical institutions, physicians, nursing staff).

6.2. We do not offer unlawful benefits to our customers, suppliers, competitors or other business partners (e.g. government agencies, development partners or distributors) as well as their employees. We do not promise such benefits either.

6.3. We refuse to accept unlawful benefits from customers, suppliers, competitors or other business partners as well as their employees or to have them promise us such benefits.

6.4. We refrain from granting or accepting gifts and invitations that go beyond socially acceptable levels.

6.5. We observe the internal guidelines and processes for the prevention of corruption of the respective companies in the KLS Martin Group.

7. We behave correctly in the processing of business transactions

7.1. We comply with the laws and regulations relating to proper accounting, financial reporting and the prevention of money laundering and terrorist financing.

7.3. We are committed to helping identify and prevent money laundering activities (e.g. by reporting suspicious transactions). If we have to assume that payments are related to terrorist financing, we do not accept or make such payments.

8. We comply with export and customs regulations

8.1. We comply with the laws and regulations on foreign trade and customs law.

8.2. We comply with supply restrictions to certain countries or persons resulting from national law or UN embargo resolutions. We do not engage intermediaries to circumvent any restrictions.

8.3. We comply with the applicable customs regulations when importing and exporting our products.

8.4. If in doubt, we contact the logistics experts of the respective KLS Martin Group company and, if legally required, apply for an export permit from the relevant authorities.

9. We respect the confidentiality of information and the protection of business intellectual property

9.1. We comply with the laws and regulations on data and information protection.

9.2. We respect the right to protect the personal information of employees, customers, suppliers and other business partners.

9.3. To prevent the loss, theft or damage to operational resources, we treat the tangible and intangible assets of our companies, including any intellectual property rights and confidential information, with due care.

9.4. We observe the internal guidelines for the IT safety guidelines of the respective companies in the KLS Martin Group.

10. We avoid conflicts of interest

10.1. We speak of conflicts of interest in all cases where personal interests or those of family members, relatives or friends come into potential conflict with a KLS Martin Group company. Examples of conflicts of interest include:

a second employment in addition to the employment at a KLS Martin Group company;

awarding orders to companies in which personal interests exist;

an activity in supervisory bodies of other companies;

substantial ownership of shares in companies which are also customers, suppliers, competitors or other business partners (e.g. development partners or specialist dealers) of a KLS Martin Group company at the same time.

10.2. We contact our supervisor or the Compliance Organization (compliance@klsmartin.com) if we identify potential conflicts of interest.

11. We apply the four-eyes principle

11.1. We ensure that at least two employees are involved in business processes. The results of processes are always checked by a second employee.

11.2. We observe the internal signature guidelines for the respective companies in the KLS Martin Group.

12. We are committed to our societal and social responsibility and support a sustainable environment

12.1. We comply with the laws and regulations of labor, human rights and environmental law.

12.2. Securing existing and creating new jobs is an important contribution to fulfilling our societal and social responsibility.

12.3. We reject child and forced labor.

12.4. We support the protection of our environment and comply with the relevant laws and regulations and go beyond these where this is economically justifiable.

13. We observe the regulations on occupational health and safety and on equal opportunities

13.1. We comply with the laws and regulations to protect occupational safety, health and equal opportunities.

13.2. We have implemented strict principles and processes in the areas of "Health and Safety" in the respective companies of the KLS Martin Group. This includes the instruction of all persons in these areas. Everyone is encouraged to work safely and protect themselves.

13.3. Employees from different nations work together in the respective companies of the KLS Martin Group. We respect them all, regardless of gender, religion or belief, culture or nationality, sexual identity, age or any physical or mental impairment. Nobody in our company is allowed to discriminate against employees. This applies in particular to the recruitment, remuneration, promotion, further training, retirement or dismissal of employees.

13.4. We want all KLS Martin Group employees to feel at home in their respective companies. We do not tolerate harassment of any kind or offensive conduct towards employees in personal conversations, on the telephone or in written contact with each other.

Tokyo

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